UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 333-127755
ASIA AUTOMOTIVE ACQUISITION CORPORATION
Delaware 20 -3022522
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
401 South Old Woodward, Suite 450
Birmingham, Michigan 48009
(Address of principal executive offices) (Zip Code)
(248) 593-8330
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the
past 90 days. Yes No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No
As of November 14, 2006, 6,380,250 shares of the registrant's common stock,
par value $0.001 per share, were outstanding.
ASIA AUTOMOTIVE ACQUSITION CORPORATION
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheet
Condensed Statements of Operations
Condensed Statements of Cash Flows
Notes to Condensed Financial Statements
Item 2 Management 's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
Item 1. Financial Statements.
Asia Automotive Acquisition Corporation
(a corporation in the development stage)
CONDENSED BALANCE SHEET
September 30,2006
(unaudited)
ASSETS
Current assets
Cash $480,428
Other assets,
cash and cash equivalents held in trust account 38,239,991
Total assets $38,720,419
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses $50,250
Accrued taxes payable 144,025
Warrant liability 9,747,310
Deferred underwriter's fee 966,121
Total current liabilities 10,907,706
Common stock, subject to possible redemption,
1,005,746 shares at redemption value plus interest
income of $106,848 (net of taxes) 7,578,210
Stockholders' equity
Preferred stock, $.00001 par value, authorized
1,000,000 shares; none issued and outstanding
Common stock, $.00001 par value, authorized
39,000,000 shares; issued and outstanding
6,380,250 shares (of which 1,005,746 shares
subject to possible redemption)
6,380
Additional paid-in capital 22,327,433
Deficit accumulated during the development stage (2,099,310)
Total stockholders' equity 20,234,503
Total liabilities and stockholders'equity $38,720,419
See notes to financial statements.
1
Asia Automotive Acquisition Corporation
(a corporation in the development stage)
CONDENSED STATEMENTS OF OPERATIONS
Three Months Nine months June 20,2005
Ended Ended (inception)
to
Sept 30,2006 Sept 30,2006 Sept 30, 2006
(unaudited) (unaudited) (unaudited)
Interest income, net $476,560 $821,991 $821,991
Loss on warrant liability (2,088,434) (2,364,497) (2,364,497)
Formation and operating
costs (303,242) (407,153) (412,779)
Losses before taxes $(1,915,116) $(1,949,659) $(1,955,285)
Income taxes (23,124) (144,025) (144,025)
Net loss $(1,938,240) $(2,093,684) $(2,099,210)
Weighted average shares
outstanding (basic and
diluted) 6,380,250 4,401,045 3,126,637
Net loss per common share
(basic and diluted) $(.30) $(.48) $(.67)
Interest income attributable
to common stock to possible
converstion (Net of Taxes) 61,946 106,848 106,848
Net loss allocable to common
stockholders not subject to
possible conversion ($2,000,186) ($2,220,532) ($2,206,158)
See notes to financial statements.
2
Asia Automotive Acquisition Corporation
(a corporation in the development stage)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months June 20, 2005
Ended (Date of Inception)
September 30, 2006 to
September 30, 2006
(unaudited) (unaudited)
Cash flows from operating activities:
Net loss $(2,093,684) $(2,246,319)
Adjustments to reconcile net loss
to net cash from operations:
Warrant liability 2,364,497 2,364,497
Income taxes payable 144,025 144,025
Accrued expenses (185,119) (185,119)
Net cash provided by operating activities 229,719 224,093
Net cash used in investing activities:
Cash held in trust account (38,241,322) (38,241,322)
Cash flows from financing activities:
Proceeds from note payable 20,250 45,250
Proceeds from issuance of common stock
to existing stockholders - 25,000
Sale of option to underwriter 100 100
Gross proceeds of public offering 40,250,000 40,250,000
Repayment of notes payable to
stockholders (45,250) (45,250)
Payments of deferred offering costs (1,749,143) (1,778,774)
Net cash provided by financing
activities 38,475,957 38,314,294
Net increase in cash 464,354 479,097
Cash, beginning of period 14,743 -
Cash, end of period $479,097 $479,097
Supplemental disclosure of non-cash
financing activity:
Deferred underwriter's fees $1,207,500 $1,207,500
See notes to financial statements.
3
Asia Automotive Acquisition Corporation
(a corporation in the development stage)
Notes to Condensed Financial Statements
1. ORGANIZATION AND BUSINESS OPERATIONS
Asia Automotive Acquisition Corporation (the "Company") was incorporated
in Delaware on June 20, 2005 as a blank check company formed to acquire,
through merger, capital stock exchange, asset acquisition or other similar
business combination, a business in the automotive supplier industry. The
Company has neither engaged in any operations nor generated revenues to date.
The Company is considered to be in the development stage and is subject to the
risks associated with activities of development stage companies. The Company
has elected December 31st as its fiscal year end.
The financial information in this report has not been audited, but in
the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary to present fairly such information have been
included. Operating results for the interim period are not necessarily
indicative of the results to be expected for the full year.
The registration statement for the Company's initial public offering
(the "Public Offering") was declared effective on April 11, 2006. The Company
consummated the Public Offering on April 18, 2006 and received net proceeds of
$ 38,521,255. The Company's management has broad discretion with respect to
the specific application of the net proceeds of the Public Offering (the
"Offering") (as described in Note 3), although substantially all of the net
proceeds of the Offering are intended to be generally applied toward
consummating a business combination with a target company. As used herein,
a "target business" shall include an operating business in the security
industry and a "business combination" shall mean the acquisition by the
Company of a target business.
Of the proceeds of the Offering, $37,418,000 is being held in a trust
account ("Trust Account") and invested until the earlier of (i) the
consummation of the first business combination or (ii) the distribution of the
Trust Account as described below. The amount in the Trust Account include
$ 1,207,500 of contingent underwriting compensation, which will be paid to
the underwriters if a business combination is consummated, but which will
be forfeited in part if public stockholders elect to have their shares
redeemed for cash if a business combination is not consummated. Deferred
underwriter's fee is reflected on the balance sheet at $966,121, an additional
$241,379 is included in common stock, subject to possible conversion, for a
total of $1,207,500. The remaining proceeds may be used to pay for business,
legal and accounting due diligence on prospective acquisitions and continuing
general and administrative expenses.
The Company, after signing a definitive agreement for the acquisition
of a target business, will submit such transaction for stockholder approval.
In the event that public stockholders owning a majority of the outstanding
stock sold in the Offerings vote against the business combination and elect
to have the Company redeem their shares for cash, including all of the officers
and directors of the Company ("Initial Stockholders"), have agreed to vote
their 1,349,000 founding shares of common stock in accordance with the vote
of the majority in interest of all other stockholders of the Company with
respect to any business combination and to vote any shares they acquire in
the aftermarket in favor of the business combination. After consummation of
the Company's first business combination, all of these voting safeguards will
no longer be applicable.
With respect to the first business combination which is approved and
consummated, any holder of shares sold in the Public Offering, other than the
Initial Stockholders and their nominees (the "Public Stockholders") who voted
against the business combination may demand that the Company redeem his or her
shares. The per share redemption price will equal $ 7.40 per share plus
interest earned thereon in the Trust Account. Accordingly, Public Stockholders
holding 19.99% of the aggregate number of shares sold in this offering and the
private placement may seek redemption of their shares in the event of a
business combination.
The Company's Certificate of Incorporation provides for mandatory
liquidation of the Company, without stockholder approval, in the event that
the Company does not consummate a business combination within 18 months from
the date of consummation of the Public Offering, or 24 months from the
consummation of the Public Offering if certain extension criteria have
been satisfied. The Initial Stockholders have waived their right to
liquidation distributions with respect to the shares of common stock
included in such units. Accordingly, in the event of such liquidation, the
amount in the Trust Account will be distributed to the holders of the shares
sold in the Public Offering.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
The accompanying financial unaudited condensed financial statements
have been prepared by the Company and reflect all adjustments, consisting of
normal recurring adjustments, which are, in the opinion of management,
necessary for a fair presentation of the financial position of the Company as
of September 30, 2006 and the financial results for the three and nine months
ended September 30, 2006, as well as for the period June 20, 2005 (date of
inception) through September 30, 2006, in accordance with accounting principles
generally accepted in the United States of America for interim financial
statements and pursuant to Form 10-QSB and Regulation SB.
Certain information and footnote disclosures normally included in the
Company's annual audited financial statements have been condensed or omitted
pursuant to such rules and regulations. The results of operations for the
three and nine months ended September 30, 2006 as well as for the period June
20, 2005 (date of inception) through September 30, 2006, are not necessarily
indicative of the results of operations to be expected for a full year. These
interim condensed financial statements should be read in conjunction with the
financial statements for the fiscal year ended December 31, 2005, which are
included in the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission.
Common stock:
On January 23, 2006, the Company effected a stock split in the form
of a dividend of .233 shares of common stock for each outstanding share of
common stock. All references in the accompanying financial statements to
the number of shares of common stock and loss per share have been retroactively
restated to reflect these transactions.
Warrant liability:
The Company has outstanding warrants, which provides for the
Company to register the shares underlying the warrants and is silent
as to the penalty to be incurred in the absence of the Company's ability
to deliver registered shares to the warrant holders upon warrant exercise.
Under EITF No. 00-19 "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock" ("EITF No. 00-19"),
registration of the common stock underlying the Company's warrants is not
within the Company's control. As a result, the company must assume that it
could be required to settle the warrants on a net-cash basis, thereby
necessitating the treatment of the potential settlement obligation as a
liability. Further EITF No. 00-19, requires the Company to record the
potential settlement liability at each reporting date using the current
estimated fair value of the warrants, with any changes being recorded through
the Company's statement of operations. The potential settlement obligation
related to the warrants will continue to be reported as a liability until
such time that the warrants are exercised, expire, or the Company is otherwise
able to modify the registration requirements in the warrant agreement to
remove the provisions which require this treatment. The fair value of the
warrant liability is determined using the trading value of the warrants.
Loss per common share:
Loss per common share is based on the weighted average number of
common shares outstanding. The Company complies with SFAS No. 128, "Earnings
Per Share." SFAS No. 128 requires dual presentation of basic and diluted
income per share for all periods presented. Basic loss per share excludes
dilution and is computed by dividing income available to common stockholders
by the weighted average number of common shares outstanding for the period.
Diluted loss per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then
share in the income of the Company.
Since the effects of the outstanding warrants are anti-dilutive, it
has been excluded from the computation of loss per common share.
Use of estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of contingent assets and contingent liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.
Actual results could differ from those estimates.
Income tax:
The Company complies with the Financial Accounting Standards Board
("FASB") SFAS 109, "Accounting for Income Taxes," which requires an
asset and liability approach to financial accounting and reporting for
income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
Cash and cash equivalents:
The Company considers all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents.
3. THE OFFERING
On April 18, 2006, the Company sold 5,031,250 units to the public
at a price of $8.00 per unit. Each unit consists of one share of the
Company's common stock, $0.001 par value, and one redeemable common stock
purchase warrant ("warrant"). Each warrant entitles the holder to
purchase from the Company one share of common stock at an exercise
price of $5.00 commencing the later of the completion of a business
combination with a target business or April 10, 2007 and expiring
April 11, 2012. The underwriters exercised the full exercise of an
over-allotment option with respect to 656,250 units on April 18, 2006
and were issued such units on April 18, 2006. The warrants are redeemable
at a price of $.01 per warrant upon 30 days notice after the warrants
become exercisable, only in the event that the last sale price of the
common stock is at least $10.00 per share for any 20 trading days within
a 30 trading day period ending three business days before we send the notice
of redemption.
4. INCOME TAXES
Income tax expense for the three and nine months ended September
30, 2006 was approximately $167,000 and $288,000, respectively. The expense
is for current federal and state income taxes.
5. COMMITMENTS AND RELATED PARTY TRANSACTIONS
The Company presently occupies office space provided by ADC, an
affiliate and stockholder of the Company. ADC has agreed that, until
the Company consummates a business combination, it will make such office
space, as well as certain office and secretarial services, available to
the Company, as may be required by the Company from time to time. The
Company has agreed to pay such affiliate $7,500 per month for such services
commencing on the effective date of the Offering, April 18, 2006.
The Company has engaged Rodman & Renshaw, the representative of the
underwriters, on a non-exclusive basis, as the Company's agent for the
solicitation of the exercise of the warrants. To the extent not inconsistent
with the guidelines of the NASD and the rules and regulations of the SEC,
the Company has agreed to pay the representative for bona fide services
rendered a commission equal to 2.5% of the exercise price for each warrant
exercised more than one year after the date of the prospectus if the exercise
was solicited by the underwriters. In addition to soliciting, either orally
or in writing, the exercise of the warrants, the representative's services
may also include disseminating information, either orally or in writing, to
warrant holders about the Company or the market for our securities, and
assisting in the processing of the exercise of the warrants. No compensation
will be paid to the representative upon the exercise of the warrants if:
* the market price of the underlying shares of common stock is lower than
the exercise price;
* the holder of the warrants has not confirmed in writing that the
underwriters solicited the exercise;
* the warrants are held in a discretionary account;
* the warrants are exercised in an unsolicited transaction; or
* the arrangement to pay the commission is not disclosed in the prospectus
provided to warrant holders at the time of exercise.
The Company has sold to Rodman & Renshaw, LLC (the
"Representative" of the underwriters), for $100, as additional
compensation, an option to purchase up to a total of 350,000 units
at a per-unit price of $10.00. The units issuable upon exercise
of this option are also identical to those offered by the Offering
except that the warrants included in the option have an exercise
price of $6.65 (133% of the exercise price of the warrants included
in the units sold in the offering.) The Company will pay the underwriters
in the Offering an underwriting discount of 7% of the gross proceeds of
this Offering (of which 3% is deferred until the consummation of a
business combination).
The sale of the option will be accounted for as an equity transaction.
Accordingly, there will be no net impact on the Company's financial position
or results of operations, except for the recording of the $100 proceeds from
the sale. The Company has determined, based upon a Black-Scholes model, that
the fair value of the option on the date of sale would be approximately $3.10
per unit, or $1,086,001 total, using an expected life of five years,
volatility of 45.47% and a risk-free interest rate of 4.39%.
The volatility calculation of 45.47% is based on the 365-day
average volatility of a representative sample of ten (10) companies
with market capitalizations under $500 million that management believes
to be engaged in the business of auto component parts
(the "Sample Companies"). Because the Company does not have a trading
history, the Company needed to estimate the potential volatility of its
common stock price, which will depend on a number of factors which
cannot be ascertained at this time. The Company referred to the 365-day
average volatility of the Sample Companies because management believes
that the average volatility of such companies is a reasonable benchmark
to use in estimating the expected volatility of the Company's common
stock post-business combination. Although an expected life of five
years was taken into account for purposes of assigning a fair value to
the option, if the Company does not consummate a business combination
within the prescribed time period and liquidates, the option would become
worthless.
Pursuant to letter agreements with the Company and the Representative,
the Initial Stockholders have waived their right to receive distributions
with respect to their founding shares upon the Company's liquidation.
Certain of the Company's officers, directors, or their designees
have agreed with the Representative that consummation of the Offering
and during the 45 trading day period commencing on the later of the date
that the securities comprising the units begin separate trading or sixty
days following the consummation of the Offering, that they will purchase
up to 320,000 warrants in the public marketplace at prices not to exceed
$1.40 per Warrant. As of September 30, 2006, William R Herren, Mr. Rudy
Wilson, Chun Hao and Asia Development Capital officer, directors and
designee of the Company held 270,000 warrants to purchase the Company's
securities.
The Initial Stockholders will be entitled to registration rights
with respect to their founding shares pursuant to an agreement to be
signed prior to or on the effective date of the Offering. The holders
of the majority of these shares are entitled to make up to two demands
that the Company register these shares at any time commencing three months
prior to the third anniversary of the effective date of the Offering.
In addition, the Initial Stockholders have certain "piggy-back"
registration rights on registration statements filed subsequent to
the third anniversary of the effective date of the Offering.
On February 8, 2006, five stockholders entered into five separate
letter agreements with the representatives of the underwriters pursuant
to which they agreed to purchase in aggregate up to $2,000,000 in warrants
at prices not to exceed $1.40 per warrant during the 45 day trading period
commencing on the later of the date separate trading of the Warrants has
commenced or 60 calendar days following the consummation of the Offering.
These entities have agreed that any warrants purchased by them pursuant
to this agreement will not be sold or transferred until after a completed
business combination. As of September 30, 2006, these five stockholders
held 20,000 warrants to purchase the Company's securities.
6. PREFERRED STOCK
The Company is authorized to issue 1,000,000 shares of
preferred stock with such designations, voting and other rights
and preferences as may be determined from time to time by the Board of
Directors.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report on Form 10-QSB includes forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. We have based these forward-looking statements on our
current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking
statements. In some cases, you can identify forward-looking statements
by terminology such as "may," "should," "could," "would,"
"expect," "plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar expressions.
Factors that might cause or contribute to such a discrepancy include,
but are not limited to, those described in our other Securities and
Exchange Commission filings. The following discussion should be read
in conjunction with our Financial Statements and related Notes thereto
included elsewhere in this report.
We were formed on June 20, 2005, to serve as a vehicle to effect
a merger, capital stock exchange, asset acquisition or other similar
business combination with an operating business. Our initial business
combination must be with a target business or businesses whose fair
market value is at least equal to 80% of net assets at the time of such
acquisition. We intend to utilize cash derived from the proceeds of our
recently completed public offering, our capital stock, debt or a
combination of cash, capital stock and debt, in effecting a business
combination.
Since our initial public offering, we have been actively engaged
in sourcing a suitable business combination candidate. We have met with
target companies, service professionals and other intermediaries to discuss
with them our company, the background of our management and our combination
preferences. In the course of these discussions, we have also spent time
explaining the capital structure of the initial public offering, the
combination approval process, and the timeline under which we are
operating before the proceeds of the offering are returned to investors.
Most of the activity from June 20, 2005 (inception) to
September 30, 2006 relates to the Company's formation and public offering
described below.
Three Months Ended September 30, 2006
For the three months ended September 30, 2006, we had net
loss of approximately $1,938,000, consisting of interest income of
$476,560 offset by loss on warrant liability of $2,088,434 and operating
costs of $306,580. Interest income is derived primarily from investment
of our cash balances held in trust, which aggregated approximately
$38,240,000 at September 30, 2006. The cash balance held in trust is
invested primarily in treasury bills.
Nine Months Ended September 30, 2006
For the nine months ended September 30, 2006, we had a net loss
of approximately $2,094,000 consisting of interest income of $821,991
offset by loss on warrant liability of $2,364,497 and formation operating
costs of $407,153. Interest income is derived primarily from investment
of our cash balances held in trust, which aggregated approximately
$38,240,000 at September 30, 2006. The cash balance held in trust is
invested primarily in treasury bills.
LIQUIDITY AND CAPITAL RESOURCES
On April 19, 2006, we consummated our initial public offering
of 5,031,250 units including an additional 656,250 units that were
subject to the underwriters' over-allotment option. Each unit consists
of one share of common stock and one redeemable common stock purchase
warrant. Each warrant entitles the holder to purchase from us one share
of our common stock at an exercise price of $5.00.
Of the proceeds of the Offering, $37,418,000 is being held
in a trust account ("Trust Account") and invested until the
earlier of (i) the consummation of the first business combination
or (ii) the distribution of the Trust Account as described below.
The amount in the Trust Account includes $1,207,500 of contingent
underwriting compensation, which will be paid to the underwriters
if a business combination is consummated, but which will be forfeited
in part if public stockholders elect to have their shares redeemed for
cash if a business combination is not consummated. Deferred underwriter's
fee is reflected on the balance sheet at $966,121, an additional
$241,379 is included in common stock, subject to possible conversion,
for a total of $1,207,500. The remaining proceeds may be used to pay
for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses.
We pay Asia Development Capital LLC., an affiliate,, an aggregate
fee of $7,500 per month which includes the cost of the office space and
the cost of other general and administrative services provided to us by
such affiliate.
Item 4. CONTROLS AND PROCEDURES
There has not been any change in our internal control over
financial reporting in connection with the evaluation required by
Rule 13a-15(d) under the Exchange Act that occurred during the quarter
ended September 30, 2006, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
LEGAL PROCEEDINGS
There are no material legal proceedings pending against us.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not Applicable
DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
OTHER INFORMATION
Not Applicable.
EXHIBITS
Exhibit No. Description of Exhibits
31.1 Section 302 Certification of Principal Executive Officer
32.1 Section 906 Certification
SIGNATURES
Pursuant to the requirements of SEction 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: November 21, 2006
By: /s/William R. Herren
William R. Herren
Chairman
(Principal Executive Officer)
By: /s/Rudy Wilson
Rudy Wilson
Chief Executive Officer
(Principal Executive Officer)
By: /s/David J. Brophy
David J. Brophy
Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 31.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
I, William R. Herren, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Asia Automotive
Acquisition Corporation;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, mot misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over
financial reporting; and
5. The registrant’s other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of
the registrant’s board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant’s internal
control over financial reporting.
Dated: November 21, 2006 /s/ William R. Herren
William R. Herren
Chairman of the Board
Exhibit 32.1 CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United
States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), each of
the undersigned officers of Asia Automotive Acquisition Corporation, a
Delaware corporation (the "Company"), does hereby certify, to such officer's
knowledge, that:
The Quarterly Report on Form 10-QSB for the quarter ended June 30, 2006
(the "Form 10-QSB") of the Company fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information
contained in the Form 10-QSB fairly presents, in all material aspects, the
financial condition and results of operations of the Company.
Dated: November 21, 2006 /s/William R. Herren
William R. Herren
Chairman of the Board
/s/Rudy Wilson
Rudy Wilson
Chief Executive Officer
/s/David J. Brophy
David J. Brophy
chief Financial Officer
A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.